CONDUIT PHARMACEUTICALS INC

As filed with the Securities and Exchange Commission on September 4, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92134

(760) 471-8536

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

David Tapolczay

Chief Executive Officer

Conduit Pharmaceuticals Inc.

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92134

(760) 471-8536

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies of all communications, including communications sent to the agent for service, to:

Todd Mason, Esq.

Thompson Hine LLP

300 Madison Ave, 27th Floor

New York, NY 10017

(212) 344-5680

**Approximate date of commencement of proposed sale to the public:**From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer for sale is not permitted.

22,004,465 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of an aggregate of up to 22,004,465 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of: (i) 9,504,465 shares of Common Stock issued to AstraZeneca AB (PUBL) (“AstraZeneca”) in connection with that certain Stock Issuance Agreement (the “Issuance Agreement”) and that certain License Agreement both dated as of August 7, 2024 (the “License Agreement”, and collectively with the Issuance Agreement, the “AstraZeneca Agreements”) and (ii) 12,500,000 shares of Common Stock issued to Nirland Limited (“Nirland”) in connection with that certain Senior Secured Promissory Note (the “Note”) and that certain Security Agreement both dated as of August 6, 2024 (the “Security Agreement”, and collectively with the Note, the “Debt Agreements”).

The Common Stock being registered for resale was issued to the Selling Securityholders for the following consideration: (i) the shares of Common Stock issued in connection with the AstraZeneca Agreements were issued as partial consideration for AstraZeneca’s grant to the Company of a license to certain intellectual property rights pursuant to the License Agreement and (ii) the shares of Common Stock issued in connection with the Debt Agreements were issued as a closing fee pursuant to the Note. For additional information regarding the issuances of the shares of Common Stock, see the section entitled “Selling Securityholders.”

The securities offered pursuant to this prospectus are registered for offer and sale to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. See the section entitled “Plan of Distribution” of this prospectus for additional information.

Our Common Stock is listed on The Nasdaq Global Market under the symbol “CDT.” On September 3, 2024, the last quoted sale price for our Common Stock as reported on The Nasdaq Global Market was $0.1289 per share.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section entitled “Risk Factors” beginning on page 11 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________, 2024

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

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